UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the Quarterly Period Ended December 31, 2012


OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the transition period from _____________ to _____________


Commission file number000-53817





RANGER GOLD CORP.


(Exact name of registrant as specified in its charter)





Nevada
74-3206736(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)





9120 Double Diamond Parkway, Suite 5018


Reno, Nevada, 89521


(Address of principal executive offices)





(775) 888-3133


(Registrant’s telephone number, including area code)





___________________________________________


(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


[X] Yes  [  ] No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  [ X ]         No  [ ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer  [  ]
Accelerated filer  [  ]Non-accelerated filer [  ]
Smaller reporting company  [X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [   ]  No [X]





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,020,000 shares of common stock, $0.0001 par value, issued and outstanding as of February 8, 2013.





1








TABLE OF CONTENTS





PagePART I  - Financial Information
3Item 1. Financial Statements
3Balance Sheets December 31, 2012 (unaudited), and March 31, 2012
3Statements of Operations (unaudited) for the three and nine-month periods ended December 31, 2012 and 2011, and for the period from inception on May 11, 2007 to December 31, 2012
4Statements of Cash Flows (unaudited) for the nine-month periods ended December 31, 2012 and 2011, and for the period from inception on May 11, 2007 to December 31, 2012
5Notes to the Financial Statements
7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
13Item 3 Quantitative and Qualitative Disclosures About Market Risk
15Item 4. Controls and Procedures
16PART II – Other Information
16Item 1.  Legal Proceedings
16Item 1A.  Risk Factors
16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
16Item 3. Defaults Upon Senior Securities
16Item 4. Mine Safety Disclosures
16Item 5. Other Information
16Item 6. Exhibits
17





2





Item 1.  Financial Statements


RANGER GOLD CORP.


(An Exploration Stage Company)


BALANCE SHEETS





(Unaudited)December 31,


March 31,2012


2012ASSETSCurrent AssetsCash

$
162,279


$
237,313Prepaid Expenses


2,943



1,100Total Current Assets


165,222



238,413Non-Current AssetsReclamation Deposit (note 3)


16,000



16,000Total Non-Current Assets


16,000



16,000Total Assets

$
181,222


$
254,413LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts Payable and Accrued Liabilities

$
3,000


$
1,070Total Current Liabilities


3,000



1,070Stockholders’ EquityPreferred Stock, Par Value $.0001Authorized 5,000,000 shares,No shares issued at December 31, 2012 and March 31, 2012


—



—Common Stock, Par Value $.0001Authorized 500,000,000 shares,Issued 48,020,000 shares atDecember 31, 2012 (March 31, 2012 – 48,020,000)


4,802



4,802Paid-In Capital


1,128,619



1,133,061Deficit Accumulated Since Inception of Exploration Stage


(955,199
)


(884,520
)Total Stockholders’ Equity


178,222



253,343Total Liabilities and Stockholders’ Equity

$
181,222


$
254,413








The accompanying notes are an integral part of these financial statements.


3


RANGER GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF OPERATIONS


(Unaudited)





CumulativeSinceFor the Three Months


For the Nine Months


May 11, 2007Ended


Ended


(Inception) toDecember 31,


December 31,


December 31,2012


2011


2012


2011


2012Revenues

$
-


$
-


$
-


$
-


$
-Cost of Revenues


-



-



-



-



-Gross Margin


-



-



-



-



-ExpensesMineral Property Exploration Expenditures


(1,000
)


3,062



13,521



186,040



433,289General and Administrative


16,986



20,860



57,158



52,757



441,365Net (Loss) Income from Operations


(15,986
)


(23,922
)


(70,679
)


(238,797
)


(874,654
)Other Income (Expense)Interest Expense


-



-



-



-



(545
)Net Other Income (Expense)


-



-



-



-



(545
)Write-down of Mineral Property Acquisition Payments


-



-



-



-



(80,000
)Net (Loss) Income

$
(15,986
)

$
(23,922
)

$
(70,679
)

$
(238,797
)

$
(955,199
)Basic and DilutedLoss per Share

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.01
)Weighted Average SharesOutstanding


48,020,000



46,954,783



48,020,000



46,332,727











The accompanying notes are an integral part of these financial statements.





4


RANGER GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS


(Unaudited)


CumulativeSinceMay 11, 2007For the Nine Months Ended December 31,


Inception ofExploration2012


2011


StageCASH FLOWS FROM OPERATING ACTIVITIESNet Loss

$
(70,679
)

$
(238,797
)

$
(955,199
)Adjustments to Reconcile Net Loss to NetCash Used in Operating ActivitiesCompensation Expense of Stock Options


(4,442
)


(25,604
)


163,886Write-down of Mineral Property Acquisition  Cost


-



–



80,000Change in Operating Assets and Liabilities(Increase) Decrease in Prepaid Expenses


(1,843
)


(1,406
)


(2,943
)Increase (Decrease) in Accounts Payable and      Accrued Liabilities


1,930



7,513



21,705Net Cash Used in Operating Activities


(75,034
)


(258,294
)


(692,551
)CASH FLOWS FROM INVESTING ACTIVITIESMineral Property Acquisition Costs


-



–



(80,000
)Reclamation Deposit


–



(16,000
)


(16,000
)Net Cash Used in Investing Activities


–



(16,000
)


(96,000
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from Sale of Common Stock


–



300,000



933,500Net Proceeds from Loan Payable


–



–



17,330Net Cash Provided by Financing Activities


–



300,000



950,830Net (Decrease) Increase inCash and Cash Equivalents


(75,034
)


25,706



162,279Cash and Cash Equivalentsat Beginning of Period


237,313



270,803



—Cash and Cash Equivalentsat End of Period

$
162,279


$
296,509


$
162,279





The accompanying notes are an integral part of these financial statements.


5


RANGER GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS


(Continued)





CumulativeSinceMay 11, 2007For the Nine-Months Ended


Inception ofDecember 31,


December 31,


Exploration2012


2011


StageSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest

$
—


$
—


$
545Income taxes

$
—


$
—


$
—SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Settlement of Note Payable by a Contribution from a Shareholder

$
—


$
—


$
17,330Settlement of Accounts Payable by a Contribution from a Shareholder

$
—


$
—


$
18,705





SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:





During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options.  The vesting period for some of these options is up to three years.  As a result, the unvested portions of the options have been revalued for the current period resulting in the reversal of stock-based compensation expense of ($4,442) for the nine-months ended December 31, 2012 (December 31, 2011 – reversal of expense of ($25,604).







The accompanying notes are an integral part of these financial statements.





6


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





This summary of accounting policies for Ranger Gold Corp. (an exploration stage company) is presented to assist in understanding the Company's financial statements.





Organization and Basis of Presentation





Ranger Gold Corp. (the “Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada under the name Fenario, Inc.  On October 28, 2009 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 25,000,000 shares of common stock of the Company to Gary Basrai.





Effective as of October 28, 2009, in connection with the share acquisition, Mr. Basrai was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.





On November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at the time representing 55.5%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Fenario, Inc.” to “Ranger Gold Corp.”  In connection with the change of the Company’s name to Ranger Gold Corp. the Company’s business was changed to mineral resource exploration.  The change in name and business received its final approval by the regulatory authorities on January 7, 2010.





The accounting policies conform to generally accepted accounting principles in the United States and have been consistently applied in the preparation of the financial statements.





Nature of Operations





The Company has no products or services as of December 31, 2012.  The Company is currently engaging in the acquisition, exploration, and if warranted and feasible, development of natural resource properties with a focus on gold.  The Company currently has one mineral property under option located in Nevada.





Interim Reporting





The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Ranger Gold Corp. and the results of its operations for the periods presented.  This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended March 31, 2012.  The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended March 31, 2012 has been omitted.  The results of operations for the three and nine-month periods ended December 31, 2012 are not necessarily indicative of results for the entire year ending March 31, 2013.





Going Concern





The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The Company has incurred a net loss of $955,199 for the period from May 11, 2007 (inception) to December 31, 2012, and has no sales.





7


The Company's ability to continue as a going concern is dependent on its ability to develop its natural resource property and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects that it will need approximately $389,000 to fund its operations during the next twelve months which will include a property option payment, exploration of its property as well as the costs associated with maintaining an office.  The Company completed a financing in November 2011 for total proceeds of $300,000.  However, the cash from this financing is not sufficient to fund all of its planned operations for the next twelve months.  In order to continue to explore and develop its property the Company will need to obtain additional financing.  Management may seek additional capital through private placements and public offerings of its common stock.  Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.  Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.





If the Company were unable to continue as a going concern, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.





Management’s Estimates and Assumptions





The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities, stock-based compensation, and the impairment of long-lived assets.  Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.





Cash and Cash Equivalents





For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.





Concentration of Credit Risk





The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.





Loss per Share





Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of December 31, 2012, the Company has outstanding common stock options and warrants of 1,400,000 and 1,100,000, respectively.  The effects of the Company’s common stock equivalents are anti-dilutive for December 31, 2012 and are thus not presented.





Comprehensive Income





The Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  The Company is disclosing this information on its Statement of Operations.  Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.





8


Income Taxes





The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2012.





Uncertain Tax Positions





The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the period ended December 31, 2012 or for the years ended March 31, 2012 or 2011.





The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended March 31, 2012 and 2011, there was no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction.  Tax years 2008 to present remain open to U.S. Federal income tax examination.The Company is not currently involved in any income tax examinations.





Stock Options





The Company implemented Accounting Standards Codification ("ASC") Section 718-10-25 (formerly Statement of Financial Accounting Standards ("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to provide compensation costs for the Company's stock options determined in accordance with the fair value based method prescribed in ASC Section 718-20-25. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.





Property Holding Costs





Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.





Exploration and Development Costs





Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.





9


Fair Value of Financial Instruments





The carrying value of the Company's financial instruments, including prepaid expenses, accounts payable and accrued liabilities, at December 31, 2012 approximates their fair values due to the short-term nature of these financial instruments.





New Accounting Pronouncements





The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued through the date these financial statements were issued.





NOTE 2 – MINERAL EXPLORATION PROPERTY





On March 29, 2010, the Company executed a property option agreement with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Truman Property is located in Mineral County, Nevada and currently consists of 98 unpatented claims (the “Truman”).  Upon execution of the Agreement the Company paid MinQuest $10,000 and well as reimbursed MinQuest for Truman’s holdings and related property costs in the amount of $7,859. On March 29, 2011 the Company made the second property option payment of $10,000 and on March 31, 2012 the Company made the third payment of $20,000 required under the Truman agreement.  As a result of the property containing no known reserves or resources, the aggregate property option payments paid to date for the property have been written down in the Statement of Operations.





NOTE 3 – RECLAMATION DEPOSIT





The Company has paid a $16,000 reclamation deposit on its CX property.  The reclamation deposit is refundable upon completion of the required remediation of the property at the completion of the Company’s planned drill program.  The Company has applied for a refund of the reclamation bond and is awaiting a review of the reclamation work completed by the Company on the CX property.





NOTE 4 – RELATED PARTY TRANSACTIONS





The Company currently pays two of its directors $500 per month to serve on its Board of Directors.  The payments are made quarterly in advance.  The total amount paid to the Directors for the nine-months ended December 31, 2012 was $9,000 (2011 - $9,000).  In addition, the Company has a consulting agreement with one of its directors to provide a variety of services including assisting with the identification and assessment of properties for potential acquisition.  The Company paid $0 for fees and reimbursement of expenses under this agreement for the nine-months ended December 31, 2012 and 2011.





NOTE 5 – SHAREHOLDERS’ EQUITY





Stock Options





On February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010 Plan”).  The 2010 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2010 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Option Committee, a committee designated to administer the 2010 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.).  Options granted are not to exceed terms beyond five years.


10


In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.





Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Committee may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Committee shall deem advisable.





During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options. The vesting period for some of these options is up to three years.  As a result, the unvested portions of the options have been revalued resulting in the recognition of a reversal of ($4,442) in consulting expense for the nine-months ended December 31, 2012 (2011 – a reversal of ($25,604)) with all of the balance being recorded as mineral property exploration expenditures.





The following table sets forth the options outstanding under the 2010 Plan as of December 31, 2012:





Available

For Grant


Options Outstanding


Weighted Average Exercise PriceBalance, March 31, 2012


3,600,000



1,400,000


$
0.68Options granted


-



-



-Balance, December 31, 2012


3,600,000



1,400,000


$
0.68





The following table summarizes information concerning outstanding and exercisable common stock options under the 2010 Plan at December 31, 2012:





Exercise Prices
Options Outstanding
Remaining Contractual Life

(in years)
Weighted

Average

Exercise Price
Number of Options Currently Exercisable
Weighted

Average

Exercise Price$ 0.50
900,000
2.21
$ 0.50
700,000
$ 0.50$ 1.00
500,000
2.21
$ 1.00
500,000
$ 1.001,400,000

$ 0.68
1,200,000
$ 0.71





The aggregate intrinsic value of stock options outstanding at December 31, 2012 was $0 and the aggregate intrinsic value of stock options exercisable at December 31, 2012 was also $0.  No stock options were exercised during the nine-months ended December 31, 2012 or 2011.  As of December 31, 2012 there was $14 in unrecognized compensation expense that will be recognized over the next three months.





11


A summary of status of the Company’s unvested stock options as of December 31, 2012 under all plans is presented below:





Number

of Options


Weighted

Average

Exercise

Price


Weighted Average

Grant Date Fair ValueUnvested at March 31, 2012


200,000


$
0.50


$
0.29Granted


-



-



-Vested


-



-



-Unvested at December 31, 2012


200,000


$
0.50


$
0.29





Warrants





The following table sets forth common share purchase warrants outstanding as of December 31, 2012:





Warrants OutstandingBalance, March 31, 2012


1,100,000Warrants grantedBalance, December 31, 2012


1,100,000





The following table lists the common share warrants outstanding at December 31, 2012.  Each warrant is exchangeable for one common share.





Number Outstanding
Exercise

Price
Weighted Average Contractual Remaining Life (years)
Number Currently Exercisable
Exercise

Price550,000
$ 0.25
2.08
550,000
$ 0.25550,000
$ 0.50
2.08
550,000
$ 0.501,100,000


1,100,000


12


Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations





The following discussion should be read in conjunction with the financial statements of Ranger Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q.  Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements.  Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended March 31, 2012 filed by the Company with the Securities and Exchange Commission.





All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.





Business Operations





Over the next twelve months, the Company intends to explore its property to determine whether it contains commercially exploitable reserves of gold and silver or other metals.  The Company does not intend to hire any employees or to make any purchases of equipment over the next twelve months, as it intends to rely upon outside consultants to provide all the tools needed for the exploratory work being conducted.





Exploration Program





Truman Property





On March 29, 2010, the Company executed a property option agreement with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Truman Property is located in Mineral County, Nevada and currently consists of 98 unpatented claims (the “Truman”).  By March 29, 2020 an aggregate $510,000 in annual option payments and a minimum aggregate $2,500,000 in annual exploration expenditures are due under the agreement.





Upon execution of the Agreement the Company paid MinQuest $10,000 and well as reimbursed MinQuest for Truman’s holdings and related property costs in the amount of $7,859. On March 29, 2011 the Company made the second property option payment of $10,000 and on March 29, 2012 made the third property option payment of $20,000 required under the Truman agreement.





The Truman claims presently do not have any mineral resources or reserves. The property that is the subject of our mineral claims is undeveloped and does not contain any open-pits.  No reported historic production is noted for the property.  There is no mining plant or equipment located on the property that is the subject of the mineral claim. Currently, there is no power supply to the mineral claims.





In the fall of 2011 our Board of Directors reassessed the previously approved budget of $150,000 and approved a new budget of $303,000.  A portion of this budget has already been completed for some items such as property option payments, claim fee and property holding costs, cultural and biological surveys, and geochemical analysis.  The budget includes 3,000 feet of reverse circulation drilling.  The project covers 8 epithermal gold and silver targets hosted within a sequence of Tertiary volcanics and Paleozoic sediments.  These targets have been partially defined by previous exploration groups over a 25 year period.  The historic efforts of five exploration groups have helped define high grade gold and silver values occurring in veins and low grade gold values occurring in bulk minable configurations.





13


The Company currently intends to concentrate on three previously identified mineralized zones.  Although the various targets were previously discovered by others, they remain poorly explored because of past property disputes or a lack of understanding of the geology and an ore model.





A mapping and sampling program was initiated on the Truman Property in mid-October, 2010.  An evaluation of underground workings was carried out throughout the project area.  This evaluation resulted in the survey, underground mapping and sampling of approximately 4,200 feet of historic adits and stopes.  Surface mapping and sampling was also carried out in the western portion of the property.  This mapping was intended to follow up on silver in soil samples from historic sampling carried out by Noranda in the early 1990’s.  A total of 118 underground samples and 8 surface samples were collected during this exercise.  The underground samples were continuous chip samples collected over widths ranging from 3 to 50 feet and averaging 20 feet.  The results of this work identified several mineralized structures.  The biological and cultural surveys were completed for the Truman Property in 2011.





The Company is in the process of having its drilling application for the Truman Property reviewed by the United States Forest Service.  Subject to approval of such application by the United States Forest Service, we currently plan to complete the field portion of the drill program in the spring of 2013.





Results of Operations





We did not earn any revenues during the three or nine-months ended December 31, 2012 or 2011.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral property.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.





For the three months ended December 31, 2012 we had a net loss of $15,986 compared to $23,922 for the corresponding period in 2011.  The reduction in the net loss was due to a decrease in both mineral property exploration expenditures as well as general and administrative expenses.  Mineral property exploration expenditures decreased to a negative $1,000 for the three-months ended December 31, 2012 from $3,062 for the three-months ended December 31, 2011.  The Company is currently awaiting approval from the United States Forest Service for its Truman drilling application and as a result is not incurring significant mineral property exploration expenditures in the current period while during the three-months ended December 31, 2011, the Company was completing its drill program on the CX property.  For the three-months ended December 31, 2012 the Company recognized a reversal of stock-based compensation of $1,000 while stock-based compensation in 2011 was comprised of the reversal of $16,193 in expense.  General and administrative expenses decreased to $16,986 in the three-months ended December 31, 2012 from $20,860 in the same period in 2011.





For the nine-months ended December 31, 2012 we had a net loss of $70,679 compared to $238,797 in the corresponding period in 2011.  The reduction in the net loss was due to lower mineral property exploration expenditures partially offset by an increase in general and administrative expenses in the nine -months ended December 31, 2012 compared to the nine months ended December 31, 2011.  Mineral property exploration expenditures decreased to $13,521 for the nine-months ended December 31, 2012 from $186,040 for the nine-months ended December 31, 2011. The Company is currently awaiting approval from the United States Forest Service for its Truman drilling application and as a result is not incurring significant mineral property exploration expenditures in the current period while during the nine-months ended December 31, 2011, the Company was undertaking a drill program on the CX property.  The Company terminated the CX Property Agreement in February 2012. For the nine-months ended December 31, 2012 the Company recognized a reversal of stock-based compensation of $4,442 while stock-based compensation for the same period in 2011 was comprised of the reversal of $25,604 in expense.  General and administrative expenses increased to $57,158 in the nine-months ended December 31, 2012 from $52,757 in the same period in 2011.  The increase was largely due to increases in professional fees, investor relations, and filing fees for the nine-months ended December 31, 2012 compared to the nine-months ended December 31, 2011.





14


Liquidity and Capital Resources





We had cash of $162,279 and working capital of $162,222 as of December 31, 2012. We anticipate that we will incur the following expenses over the next twelve months:





- $30,000 in connection with the property option payments under the Company’s Truman option agreement;





- $305,000 in property exploration expenses and claim payments in order to meet the requirements of the Company’s Truman property option agreement;





- $54,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.





Net cash used in operating activities during the nine-months ended December 31, 2012 was $75,034 compared to $258,294 during the nine-months ended December 31, 2011.  A significant portion of the reduction in cash used in operations was due to a decrease in the net loss in the nine months ended December 31, 2012 to $70,679 from $258,294 in the nine months ended December 31, 2011.   For the nine-months ended December 31, 2012 there was an inflow of $1,930 from an increase in accounts payable and accrued liabilities while for the nine months ended December 31, 2011 the amount was an inflow of $7,513 from an increase in accounts payable and accrued liabilities. In the nine months ended December 31, 2012 the Company recognized ($4,442) from the reversal of stock-based compensation compared to the recognition of a reversal in expense of ($25,604) in the same period in 2011.  There were no investing activities in 2012 while in 2011 the Company paid a $16,000 reclamation bond on its CX Property. There were no financing activities for the nine-months ended December 31, 2012 while in 2011 the Company received $300,000 from the proceeds from a private placement.





The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property.  In November 2011 the Company completed a financing for total proceeds of $300,000.  However, the proceeds from this financing are not sufficient for all of the Company’s planned activities for the next 12 months. The Company expects that it will need approximately $389,000 to fund all of its planned operations through December 31, 2013.  We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed.  We currently believe that debt financing will not be an alternative for funding any further phases in our exploration program.  We do not have any arrangements in place for any future financing.





Going Concern Consideration





As shown in the accompanying financial statements, the Company has incurred a net loss of $955,199 for the period from May 11, 2007 (inception) to December 31, 2012, and has no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral property.  Management may seek to raise additional capital in the future through the sale of equity. There are no present plans to do so and there can be no assurances that any such plans will be realized.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.





There is substantial doubt about the Company’s ability to continue as a going concern. Accordingly, its independent auditors included an explanatory paragraph in their report on the March 31, 2012 financial statements regarding concerns about the Company’s ability to continue as a going concern. The Company’s financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by its independent auditors.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.





Item 3.  Quantitative and Qualitative Disclosure About Market Risk





Smaller reporting companies are not required to provide the information required by this Item.





15


Item 4.  Controls and Procedures





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING





There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II - OTHER INFORMATION





Item 1. Legal Proceedings





There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.





Item 1A. Risk Factors





Smaller reporting companies are not required to provide the information required by this Item 1A.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





None.





Item 3. Defaults Upon Senior Securities





None.





Item 4. Mine Safety Disclosures





The Company currently has no mining operations.





Item 5. Other Information





None.





16


Item 6. Exhibits





Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





101.INS **

XBRL Instance Document101.SCH **

XBRL Taxonomy Extension Schema Document101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document101.LAB **

XBRL Taxonomy Extension Label Linkbase Document101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document





** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.





17


SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date: February 8, 2013



RANGER GOLD CORP.



By:  /s/ Gurpartap Singh Basrai

Gurpartap Singh Basrai

President, Chief Executive Officer, Secretary and Treasurer

(Principal Executive, Financial, and Accounting Officer)